September 9, 2019

Tyler Sloat
Chief Financial Officer
Zuora, Inc.
3050 South Delaware Street
Suite 301
San Mateo, CA 94403

       Re: Zuora, Inc.
           Form 10-K for Fiscal Period Ended January 31, 2019
           Filed April 14, 2019
           Form 10-Q for the Quarterly Period Ended April 30, 2019
           Filed June 11, 2019
           File No. 001-38451

Dear Mr. Sloat:

       We have reviewed your filing and have the following comments. In some of
our
comments, we may ask you to provide us with information so we may better
understand your
disclosure.

       Please respond to these comments within ten business days by providing
the requested
information or advise us as soon as possible when you will respond. If you do
not believe our
comments apply to your facts and circumstances, please tell us why in your
response.

       After reviewing your response to these comments, we may have additional
comments.

Form 10-K for Fiscal Period Ended January 31, 2019

Risk Factors
Provisions in our charter documents and under Delaware law...,, page 34

1.    Your forum selection provision identifies the Court of Chancery of the
State of Delaware
      as the exclusive forum for certain litigation, including any "derivative
action." Please
      disclose whether this provision applies to actions arising under the
Securities Act or
      Exchange Act. In that regard, Section 27 of the Exchange Act creates
exclusive federal
      jurisdiction over all suits brought to enforce any duty or liability
created by the Exchange
      Act or the rules and regulations thereunder, and Section 22 of the
Securities Act creates
      concurrent jurisdiction for federal and state courts over all suits
brought to enforce any
      duty or liability created by the Securities Act or the rules and
regulations thereunder. If the
 Tyler Sloat
Zuora, Inc.
September 9, 2019
Page 2
         provision applies to Securities Act claims, please revise to state
that there is uncertainty as
         to whether a court would enforce such provision and to state that
stockholders will not be
         deemed to have waived the company's compliance with the federal
securities laws and the
         rules and regulations thereunder. If this provision does not apply to
actions arising under
         the Securities Act or Exchange Act, please ensure that the exclusive
forum provision in
         the governing documents states this clearly.
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Key Operational and Financial Metrics, page 41

2.       You discuss calculated billings and billings growth in your earnings
call and provide long
         term guidance for billings growth. You also provide a measure called
Growth Efficiency
         Index and discuss a goal of maintaining or improving this index over
time. Please tell us
         whether billings, billings growth or Growth Efficiency Index are
metrics used in
         managing your business and if so, include a quantified discussion of
these metrics for each
         period presented in future filings. Refer to Item 303(a)(3) of
Regulation S-K and Section
         III.B.1 of SEC Release No. 33-8350.
Results of Operations
Fiscal Years Ended January 31, 2019 and 2018
Revenue, page 45

3.       You disclose that the increase in subscription revenue is due to the
addition of new
         customers and continued expansion in usage by, and sales of additional
products to
         existing customers as well as a full year of revenue from the Leeyo
acquisition. Please
         revise to provide an indication of the magnitude of each factor
impacting revenue growth
         in quantified terms in a manner similar to disclosure provided on page
48. Refer to Item
         303(a)(3)(iii) of Regulation S-K and Section III.D of SEC Release No.
33-6835. We
         refer also to your response to comment 7 in your January 31, 2018
letter.
Form 10-Q for the Quarterly Period Ended April 30, 2019

Note 2. Summary of Significant Accounting Policies and Recent Accounting
Pronouncements
Revenue Recognition, page 7

4.     Please tell us how you determined that ratable recognition over the term
of the contract for
       your Zuora Billing arrangements best depicts your progress to complete
satisfaction of the
       performance obligation(s). Also, tell us how you account for any
additional volume block
       purchases made during the subscription term. Tell us how often customers
exceed the
FirstName LastNameTyler Sloat the initial subscription and whether such
frequency factored
       volume level purchased in
Comapany NameZuora, revenue recognition for these arrangements. Also, tell us
how material
       into your ratable Inc.
Septemberadditional volume block purchases have been to revenue for each period
presented.
       the 9, 2019 Page 2
FirstName LastName
 Tyler Sloat
FirstName LastNameTyler Sloat
Zuora, Inc.
Comapany 9, 2019
September NameZuora, Inc.
Page 3
September 9, 2019 Page 3
FirstName LastName
        We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.

       You may contact Rebekah Lindsey, Staff Accountant at (202) 551-3303 or
Kathleen
Collins, Accounting Branch Chief, at (202) 551-3499 if you have any questions.



                                                          Sincerely,

                                                          Division of
Corporation Finance
                                                          Office of Information
Technologies
                                                          and Services
cc:      Jennifer Pileggi